Ouster CTO exercises options, sells 30,000 shares

Ouster, Inc. Chief Technology Officer Mark Frichtl exercised and sold shares in a planned transaction.

Rhea-AI Filing Summary

Ouster, Inc. Chief Technology Officer Mark Frichtl exercised and sold shares in a planned transaction. On April 17, 2026, he exercised a non-qualified stock option to acquire 30,000 shares of common stock at $2.13 per share, from options that were fully vested and exercisable.

He then sold 30,000 common shares in open-market transactions at a weighted average price of $25.1465 per share, pursuant to a Rule 10b5-1 trading plan dated December 15, 2025. After these transactions, he directly holds 712,297 common shares of Ouster.

Insider Trade Summary 10b5-1

Exercise and Sale: 30,000 shares ($690K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Frichtl Mark

Role Chief Technology Officer

Sold 30,000 shs ($754K)

Approx. gross sale proceeds $754K

Approx. exercise cost $64K

Approx. pre-tax spread $690K

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Stock Option	30,000	$0.00	$0.00
Exercise	Common Stock	30,000	$2.13	$64K
Sale	Common Stock	30,000	$25.1465	$754K

Holdings After Transaction: Non-Qualified Stock Option — 186,434 contracts (Direct); Common Stock — 712,297 shares (Direct)

Footnotes (3)

1. F1. Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.30. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. The options are fully vested and exercisable.

Key Figures

Options exercised: 30,000 shares Exercise price: $2.13 per share Shares sold: 30,000 shares +3 more

6 metrics

Options exercised 30,000 shares Non-qualified stock option exercised on April 17, 2026

Exercise price $2.13 per share Non-qualified stock option for 30,000 shares

Shares sold 30,000 shares Open-market sale of common stock on April 17, 2026

Weighted average sale price $25.1465 per share Sales executed between $25.00 and $25.30

Shares held after transactions 712,297 shares Direct common stock holdings following April 17, 2026 trades

Option expiration date October 1, 2030 Original expiration of exercised non-qualified stock option

Key Terms

Non-Qualified Stock Option, Rule 10b5-1 plan, weighted average price, open-market sale, +1 more

5 terms

Non-Qualified Stock Option financial

"security_title: "Non-Qualified Stock Option" with 30,000 underlying shares"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

Rule 10b5-1 plan financial

"Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action: "open-market sale" for 30,000 common shares"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for the option and related common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Ouster (OUST) CTO Mark Frichtl report?

Mark Frichtl reported exercising options for 30,000 Ouster shares and selling 30,000 shares. The exercise converted a non-qualified stock option into common stock, followed by open-market sales under a pre-arranged trading plan, while he retained a substantial remaining share position.

How many Ouster (OUST) shares did Mark Frichtl sell and at what price?

He sold 30,000 Ouster common shares at a weighted average price of $25.1465. The filing notes individual trades occurred between $25.00 and $25.30, and undertakes to provide detailed trade breakdowns upon request to investors or regulators.

What stock options did Ouster (OUST) CTO Mark Frichtl exercise?

He exercised a fully vested non-qualified stock option covering 30,000 Ouster common shares at an exercise price of $2.13 per share. These options were exercisable through October 1, 2030, and the exercise converted the derivative position into common stock.

How many Ouster (OUST) shares does Mark Frichtl hold after this Form 4?

After the reported transactions, Mark Frichtl directly holds 712,297 Ouster common shares. This figure reflects his position following the 30,000-share option exercise and the same-day sale of 30,000 shares in open-market transactions.

Was the Ouster (OUST) insider sale by Mark Frichtl under a Rule 10b5-1 plan?

Yes. The filing states the 30,000 Ouster shares were sold under a Rule 10b5-1 trading plan dated December 15, 2025. Such plans pre-schedule trades, indicating the timing was determined in advance rather than by day-to-day market decisions.

What type of derivative security did Ouster (OUST) CTO Mark Frichtl exercise?

He exercised a non-qualified stock option for 30,000 underlying Ouster common shares. The option carried an exercise price of $2.13 per share and was fully vested and exercisable at the time of the transaction, according to the filing footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 05:58 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Frichtl Mark

(Last) (First) (Middle)

350 TREAT AVENUE

(Street)

SAN FRANCISCO CALIFORNIA 94110

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ouster, Inc. [ OUST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/17/2026		M		30,000	A	$2.13	742,297	D
Common Stock	04/17/2026		S		30,000(1)	D	$25.1465(2)	712,297	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$2.13	04/17/2026		M			30,000	(3)	10/01/2030	Common Stock	30,000	$0.00	186,434	D

Explanation of Responses:

1. Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.30. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The options are fully vested and exercisable.

	/s/ Megan Chung, as Attorney-in-Fact for Mark Frichtl	04/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)